96-22233 RESO
RESOLUTION NO.
96-22233
A RESOLUTION OF THE MAYOR AND CITY COMMISSION
OF THE CITY OF MIAMI BEACH, FLORIDA,
AUTHORIZING THE MAYOR AND CITY CLERK TO
EXECUTE THE ATTACHED LICENSE AGREEMENT BETWEEN
THE CITY AND FLORIDA POWER & LIGHT COMPANY
(FPL) FOR THE PURCHASE OF A LICENSE BY THE
CITY FOR THE USE OF A DIGITAL LAND DATA BASE
IN ORDER TO PROVIDE FOR THE ESTABLISHMENT OF A
GEOGRAPHICAL INFORMATION SYSTEM (GIS), AND
APPROVING AN EXPENDITURE FROM THE PROCEEDS OF
THE WATER AND SEWER REVENUE BONDS IN AN AMOUNT
NOT TO EXCEED $15,000, IN CONNECTION WITH THIS
AGREEMENT.
WHEREAS, the establishment of a geographical informatio~
system ("GIS") will enhance the overall program managem:m:
efforts for City-wide infrastructure improvements; and
WHEREAS, the City desires to obtain a license from Florid~
Power & Light Company("FPL") for the use of FPL's digital ldn:l
database ("Database"); and
WHEREAS, this Database will be used as a base map for:h~
establishment of a GIS for the City; and
WHEREAS, the terms and conditions of this license dr~
contained in the License Agreement ("Agreement") which is attache:l
hereto and incorporated herein as Exhibit "1"; and
WHEREAS, the segments of the Database to be provided to 1:h =
City under the terms of the Agreement are described in Exhibit 'A'
to the Agreement, which is attached to and incorporated in thi3
resolution and in the Agreement.
NOW, THEREFORE, BE IT DULY RESOLVED BY THE MAYOR AND CIT{
COMMISSION OF THE CITY OF MIAMI BEACH, FLORIDA that:
1) The Mayor and City Clerk are authorized to execute th ~
Agreement, attached hereto and incorporated herein, between th.~
City and FPL for the purchase of a license by the City for the us.~
of the FPL digital land data base in order to establish i
geographical information system for the City.
2) An expenditure from the proceeds of the Water and SeWEr
Revenue Bonds in an amount not to exceed $15,000, in connecticn
with this Agreement, is hereby authorized.
3) This resolution shall take effect immediately upon its
adoption.
PASSED AND ADOPTED THIS 18th
December
ATTEST:
~ lu-t 6'. f 1M- ~
City Clerk
APPROVED AS TO
FORM & lANGUAGE
& FOR EXECUTION
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C,\WPWIN60\96KASLYN\RESO\GIS.LIC
1J1 I(,.~ /1-;'O-1f
Attorney Date
2
CITY
OF
MIAMI
BEACH
CITYHALL 1700CONVENTIONCENTERORIVE MIAMI BEACH FLORIOA33139
COMMISSION MEMORANDUM NO. ,/,3 -g lo
TO:
Mayor Seymour Gelber and
Members of the City Commission
DATE: December 18, 1!l9E
FROM:
Jose Garcia-Pedrosa
City Manager
SUBJECT:
A RESOLUTION AUT RIZING THE EXECUTION OF' A LICENSE AGREEMl:N'J
BETWEEN THE CITY FLORIDA POWER &: LIGHT COMPANY (FPL) FOR ~~H:E
PURCHASE OF A LICENSE BY THE CITY FOR THE OSE OF A DIGITAL LAND DJ.Tl
BASE IN ORDER TO PROVIDE FOR THE ESTABLISHMENT OF A GEOGRAPHICAl
INFORMATION SYSTEM (GIS), AND APPROVING AN EXPENDITURE FROM WM~E:E
AND SEWER REVENUE BONDS, IN 'AN AMOUNT NOT TO EXCEED $15,000 I~
CONNECTION WITH THE AGREEMENT
ADMINISTRATION RECOMMENDATION
Approve the resolution authorizing execution of the license agreement and t.hE
expenditure of funds.
BACKGROUND
On November 6, 1996, the city commission approved Resolution No. 96-22178 whicr
authorized funding for the establishment of a Geographic Information System. Cclm};
Dresser & McKee (CDM), the city's program manager for infrastructure improvement::
will coordinate the acquisition of data base information from Florida Power c.ne
Light (FPL) and Metropolitan Dade County and will train city staff in the use of
the GIS.
The FPL database contains 2 distinct types of data, planimetric and cadastl'al
data. Physical planimetrics is all of the data captured from aerial photograpl~,
such as street centerlines, pavements edges, buildings, railroad lines, and wat:el
features such as lakes, canals and rivers. Cadastral data includes those lc.ne
elements recorded by law such as plats and legal property boundaries c,ne
subdivisions. Metropolitan Dade County has acquired a license and is currentl)
using the FPL data base.
ANALYSIS
The GIS is multi-dimensional in its applicability for the city. The city does not
have a computerized database of information for its infrastructure. The ComputE:r::
and Communications Department has endorsed the establishment of the GIS by the
Public Works Department. The implementation of the GIS will be coordinated wjtt
all applicable city departments which will be ultimately linked to the system.
Specifications will be developed for the preparation of digital record drawir.g::
for inclusion in infrastructure construction projects in order to incorporate ne...
information into the city's GIS.
AGENDA ITEM C-'l e.
DATE --1.2:..:U3- g L. .
Commission Memorandum -December 18, 1996
GIS License Agreement
Page 2
The coordination of citywide infrastructure improvements will be enhanced by t.hE
establishment of the GIS including the information contained in the FPL data bc.SE
as well as the information which the city will input to the data base for itE
utilities. Each of the different types of utilities water, wastewatEr,
stormwater, and streets, will each be contained in a single layer (map) of
information. The program manager will overlay the layers of information therEb}
identifying those areas where utilities overlap. Work will be scheduled in thesE
areas in a manner which minimizes inconveniences to residents through betteI
management of the disruption of vehicular and pedestrian traffic. A maj OI
objective of the program management effort is to avoid destruction of a street
or right-of-way more than once.
This data base of information will greatly enhance the city's planning effOItE
for development including building construction, streetscape projects and road~'a}
improvements.
CONCLUSION
The purchase of a license for use of the FPL digital land data base is crucial
to)[he program management effort for citywide fnfrastructure improvements as WEll
as. ~uture planning for the city.
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C:\WPWIN60\96KASLYN\CCMEMOS\GISLIC.MEM
UCENSE AGREEMENT
This license is made and effective as of the 7th day of February . 19!17
between Florida Power & light Company (the licensor herein), a Florida corporation and The City of
Miami Beach (the Licensee herein), a Florida municipal corporation.
WITNESSETH
WHEREAS, licensee desires to obtain a license to use the licensor's Digital Land Databae
Products ("Productsj described in the Order Form attached as Exhibit A which is incorporated herein, and
WHEREAS, Licensor desires to sell such license for the Total Purchase Price stated in Exh.bit8.
and
WHEREAS, the parties are desirous to grant and accept the License.
NOW, THEREFORE, licensor hereby grants to Licensee, and Licensee accepts, a nonexclllsi, e,
nontransferable, revocable License, without right to sublicense and without right to change the Prodw:ts ,as
delivered, but with right to use and copy for use the Products as delivered and subject to the agreE'mfnt
and performance by the parties as follows:
(1) CONSIDERATION: ENFORCEMENT:
1.1 In consideration of Licensor's delivery of the Products and grant of this License, LicEms~e
agrees to pay to Licensor the Total Purchase Price as specified in Exhibit A. Full payment is due wittlin
thirty (30) days atter Licensee's receipt of Licensor's invoice or Licensee's Acceptance of the Products
whichever occurs first. All amounts are payable in U.S. Dollars by check or money order payable to Fori fa
Power & Light Company.
1.2 If either party initiates legal action, including appeals, to enforce this License Agreemelt,
the prevailing party shall be entitled to recover reasonable attorneys' fees and court costs.
(2) OWNERSHIP: RIGHTS:
2.1 The Products and components thereof are owned by licensor and nothing herein shal:l gi "e
or be construed to give any right, title, interest in or ownership of the whole or any portion thereof tJ tie
Licensee.
(3) LIMITATIONS:
3.1 This License does not include updates which may be made available in the future or alY
data outside the Products as delivered. Right to use, copy, or alter in any form the Products other than is
delivered or specified herein is not granted by this License. Licensor reserves all rights not expn:~s! Iy
granted by this License. Licensee may, however, make all necessary additions to the products to tlile
extent that the Products are not altered and remain as delivered by the Licensor. The Licensee will acce ;s
and use the Products as delivered by the Licensor. The Licensor hereby grants the Licensee the ritiht to
translate the Products into ;)~her formats, such as ASCII format, DXF format, Intergraph Microstatlon and
MGE format for the limited purpose of accessing and using Products with programs capable of proceBsil' Ig
such formats. Such translation shall be included in the Products and be considered as the Products in ill
respects.
EXHIBIT "111
(4) ACCEPTANCE:
4.1 The Products shall be deemed accepted unless returned by Licensee to Licensor witlin
sixty (60) days of Licensor's delivery. Licensee shall have the unqualified right to Inspect the Product:;, find
supporting documentation, for 60 days after actual receipt to assure that the Products meet License I:!'S
expectations. If, during this 6(k1ay inspection period, the Licensee determines for whatever reason tlat
the Products are not satisfactory, Licensee shall immediately return the Products, and supportng
documentation to the Licensor and the Licensor shall promptly refund in full all monetary consideration p;lid
to the Licensor by Licensee. Any use of any Products permitted herein, excepting inspection, samplinlg smd
verification shall constitute acceptance of the Products by Licensee.
(5) TERM:
5.1 The term of this Agreement shall commence on the effective date of this Agreement, s, nd
this License Agreement shall continue thereafter, except that Licensor may terminate this License wiithout
refund of consideration in whole or part thirty (30) days after notifying Licensee in writing of its intont to
terminate, if Licensee has failed to take corrective action to comply in all respects with this Lic::en:;e
Agreement after receipt of written notice of any noncompliance . Licensee may terminate this liGen ::;e
Agreement thirty (30) days after notifying the Licensor in writing of its intent to terminate without ref Lind of
consideration in whole or part.
5.2 In the event the Products become the subject of a claim for damages arising from Lise of
the Products by any party, Licensor may in its sole discretion and at its own expense either: modify tle
Products to preclude other claims; remove portions of the Products and refund an equitable portion of tle
Total Purchase Price; or terminate this License upon thirty (30) days written notice to Licensee and rofUld
the Total Purchase Price.
(6) NO WARRANTY:
6.1 Licensee accepts the Products and this License, "as is" with no expressed or irrplkld
warranties Including, but not limited to the implied warranties of MERCHANTABILITY OR FITNESS FC R
A PARTICULAR PURPOSE. Licensee shall rely solely on its own inspection, sampling, and verificaU'ln
to determine if the Products are sufficiently accurate, fit and suitable for its purposes pursuant to Ule
License, and shall not rely on any alleged Licensor warranties or representations. Licensor doelt n~t
warrant the Products will satisfy Licensee's requirements or that operation will be uninterrupted or error free.
(7) LIABILITY: NO CONSEQUENTIAL DAMAGES:
7.1 Each party hereto agrees that it shall be solely responsible for the wrongful acts I)f i:s
employees, contractors, and agents.
7.2 TO THE EXTENT ALLOWED BY FLORIDA LAW, LICENSOR'S LIABILITY UNDEF'~ OR
FOR BREACH OF THIS AGREEMENT WILL BE LIMITED TO REFUND OF THE PURCHASE PRICE. I'N
NO EVENT SHALL EITHER PARTY BE LIABLE IN CONTRACT, TORT, OR OTHERWISE TO n.'IE
OTHER PARTY, ANY AFFILIATED COMPANY, ANY AFFILIATED GOVERNMENTAL UNIT, OFFICER::;,
DIRECTORS, OR OFFICIALS, WHETHER ELECTED OR APPOINTED, EMPLOYEES, AGENT::"
ASSIGNS AND SUCCESSORS, FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTI,c:L
DAMAGES, INCLUDING, BUT NOT LIMITer::. TO EACH PARTY'S DAMAGES CAUSED BY LOSS OF
PROFITS OR ROYALTIES, DAMAGE OF OR LOSS OF PROPERTY OR EQUIPMENT; LOSS BY
REASON OF SHUTDOWN OF OPERATIONS OR INABILITY TO PERFORM AT NORMAL CAPACIT,';
INCREASED COSTS OF PURCHASING OR PROVIDING OF EQUIPMENT, MATERIAL, SUPPLIES, O;~
SERVICES; CLAIMS OF CUSTOMERS, CITIZENS, OR TAXPAYERS; INVENTORY OR USE CHARGE:::;
OR INCREASED COSTS OF OPERATION; OR EACH PARTY'S INABILITY TO PERFORM A CONTR'~CT
WITH A THIRD PARTY.
(8) SECURITY AND CONFIDENTIALITY:
8.1 Licensee does hereby acknowledge that the Products, and any associated documenta1:ion
describing them, are trade secrets of Licensor and are proprietary and confidential, and Licensee shall not
disclose, directly or indirectly, or take any other action, or fall to take action, unless otherwise requll'ed by
law, which would result in the unauthorized disclosure or duplication of any confidential or proprietar'~ d ;:lta
whatsoever.
8.1.1 If any third party requests Licensee to produce the Products in digital or elec::trcinic
form or in any form not specifically permitted in this License Agreement, Licensee shall deny such wqu lest
on the basis that the Products are specifically exempt under Chapter 119, F.S., are a Trade Secret, Imd
are copyrighted under Federal copyright law.
8.1.2 If any third party commences any legal action pursuant to Section 119.11, FS. or
any other action against Licensee to compel production or for damages or both, as may be permitted by
Chapter 119, F.S., Licensor shall defend and hold harmless Licensee from all liability and reasonable co;ts
incurred in the defense of such action, including any penalties and attorney's fees incurred by reasons of
Chapter 119, F.S. Licensor shall control the defense againstsuch an action, including selection ofattcrnfYs
and expert witnesses. Licensee will be reimbursed by Licensor for all reasonable expenses it Incllrs for
labor, time, or resources, Including attorney fees, in assisting Licensor, if needed, in the defense of sl,ch
action and will execute whatever documents are necessary in the defense of such action and provide
witnesses as may be reasonably necessary. Licensee will not object if Licensor attempts to entor the
litigation as a party or Intervenor, or commences any other action for injunctive relief or declai'ablry
judgment related to such denial of request for production by Licensee; however, Licensor's indemr'ity
obligations, described herein, shall not be diminished in any way.
8.2 Licensor agrees and acknowledges that Licensee may provide public access and cop les
if requested of any or all information available in the Products pursuant to Chapter 119, F.S., but only in
hard copy form subject to Section 10. It is further agreed that the public will be allowed access to in'sptd
and examine the Products in digital form, but no third parties will be permitted by Licensee to make ClOP' i~S
in digital or electronic form or in any form not specifically permitted herein.
8.3 Licensee may copy the Products, or parts thereof, for its operations or for archival ald
backup purposes. Licensee agrees to make all employees who have access to the Products, or alY
portion thereof, in digital or electronic form, aware of this License, the proprietary nature of the licEns~d
Product, and the limitations on use contained herein. Licensee represents and warrants that its emplc!,ye:!s
shall be obligated not to use or disclose proprietary information Oncluding that of Licensor) obtained in tIe
course of their employment by Licensee, except as permitted in this license agreement.
8.4 LocaVremote electronic or computer access to the Products in digital form may be prol,fid,'td
only under a controlled environment by means of software controlled by Licensee or network syslerls
owned or controlled by Licensee or for which Licensee has a license. Licensee will cooperate with Licons i)r
to investigate suspected violations of Licensor's copyrights or breaches of security related to this liconse.
8.5 Notwithstanding Section 9.2, Licensee will develop any derivative works so that they do ni)t
contain data which could be used to substantially reproduce the Products as reasonably determinE'd li'lY
Licensor. Licensee acknowledges that a breach of this Section 8, Section 9 or Section 10 may C,Elw',e
irreparable injury and harm to Licensor and that Licensor shail be entitled to seek injunctive and I)th~r
equitable relief which may be granted by a court of competent jurisdiction to prevent any further brea::h)f
this provision. No exercise of its rights herein shall constitute a waiver by Licensor of any other right it mlY
have to damages.
(9) DERIVATIVE WORKS:
9.1 For value received, Licensor and Licensee hereby acknowledge that all rights to derivalive
works created by the Licensee shall be owned exclusively by Licensee. Licensee may create derivative
works from the Products to be used only for pUblic business as may be authorized by law and no
reproduction for commercial use or sale Is permitted.
9.2 Licensee agrees to place in an obvious manner on and throughout all copies of all
derivative works, and display to anyone accessing the derivative works in digital or electronic form, dire1:t1y
with the aid of machine or device, the following notice: "NOTICE: This map was created using the l)ig1:ital
Land Database as an alignment base which is owned and copyrighted by FPL 1993-97 and conts'ins
copyrighted material. This map or information is to be used only for public business as may be authl~ri;:ed
by law and no reproduction for commercial use or sale is permitted. Use of this map or informatior: to
reproduce the Digital Land Database is strictly prohibited. No express or implied warranties including, i:)ut
not limited to the implied warranties of MERCHANTABIL1TY OR FITNESS FORA PARTICULAR PURPO !3E
are made. The materials contained herein are provided 'as is' and may contain inaccuracies. User is
warned to utilize the materials herein at User's own risk and to verify the materials' accuracy Independel tly
and assumes the risk of any and all loss. For further information regarding license to use the Digital Lfmd
Database, please contact FPL. This notice shall be placed on all copies redistributed in the course of public
business as authorized by law."
(10) COPYRIGHT NOTICE AND DISCLAIMER:
10.1 Licensee will place on all copies of any part or all of the Products, and display to anyc1e
accessing the Products in digital or electronic form, subject to Section 8, directly with the aid of a ma chi1e
or device, the following notices: (1) "Copyright 1993-97 FPL," and, (2) "No express or implied warranti,es
including, but not limited to the Implied warranties of MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE are made. The materials contained herein are provided 'as is' and may ccmt..dn
inaccuracies and User Is wamed to utilize the materials herein at User's own risk and to verify the matoriiils'
accuracy Independently and assumes the risk of any and all loss." The notices shall be affixed to tle
copies and displayed in such manner and location as to give reasonable notice of the copyrigh:: aid
disclaimer to anyone examining the material.
(11) PATENT AND COPYRIGHT INDEMNIFICATION:
11.1 Licensor shall defend or settle any suit or proceeding brought against Licensee basod ,m
a claim that the Products or related material made to Licensor's specification and used within the sco,pe i~f
the License hereunder constitutes an infringement of copyright in the United States or any existing U nib,d
States patent, provided Licensor is notified promptly in writing and is given complete authority, cooperathm
and information required for the defense of same, and Licensor will pay all damages and costs aWiirdfid
therein against Licensee, but Licensor will not be responsible for any cost, expense, or compromise incl.Jrnd
or made by Licensee without Licensor's prior consent.
11.2 In the event the Products or related materials delivered hereunder become the subjed)f
a claim of infringement of a copyright or patent, Licensor will in its sole discretion and at its own expense
either procure for Licensee the right to continue using said materials; modify them to make them no"l-
infringing; remove portions of the Products and refund an equitable portion of the Total Purchase Price; Ilr
terminate this License upon thirty (30) days written notice to Licensee and refund the Total Purchase F riCIII.
(12) TERMINATION:
12.1 Upon termination of this Agreement, Licensee will immediately return all copies 01' the
Products which are or have been in its possession to Licensor, and certify that all copies have bee'1
returned.
(13) FORCE MAJEURE:
13.1 Performance of this Agreement by each party shall be pursued with due diligence In all
requirements of this Agreement, except neither party shall be liable for any loss or damage I~r 'for
nonperformance or delayed performance, not Including payment of money, due to causes not reasc1nat)1y
within its control or the control of its contractors, subcontractors, or suppliers and which are not caused by
the negligence or lack of due diligence of the affected party, its contractors, subcontractors, or supplie'l'S,
The parties agree the following causes or events are examples of force majeure: acts of civil or rnilit,::lry
authority Oncluding courts and regulatory agencies), acts of God, war, riot, Insurrection, Inability to obt::lin
permits or licenses, blockades, embargoes, sabotage, severe weather, strikes, lockouts, and other labor
disputes which do not arise from unfair labor practices, provided the party affected promptly provides written
notice to the other party indicating the nature, cause, date of commencement, and anticipated exbnt of
delay. The affected party shall exercise due diligence to mitigate the Impact of delay. Force Majeure delay
shall extend any times for performance by the affected party.
(14) CONTRACTOR LICENSES:
Does Not Apply.
(15) NOTICES AND AUTHORIZED REPRESENTATIVES:
15.1 Each party hereby authorizes a representative to receive all communications and noticles
pertaining to this Agreement at the name and address or telephone number shown, or as may be chEmgied
from time to time in writing by the respective parties. Notices required by this Agreement must be in wirith g,
properly addressed, postage prepaid and are deemed effective three (3) days after postmarked or wh!n
actually received, if earlier. Legal holidays, Saturdays and Sundays are excluded.
For Ucensor: For Ucensee:
Florida Power & Uahl Co. Ci ty of Miami Beach
Jlmmv Bouchillon Jose Garcia-Pedrosa
Manaaer. FacfUties GraDhlcs
Systems
City Manager
Title
Title
700 Universe Blvd.
DSY/JB
Juno Beach, FL 33408-0420
Address
1700 Convention Center Dr,
M;~m; Reach, Fl. 33139
Address
l407l 694-3691
Telephone
(305) 673-7010
Telephone
(16) ASSIGNMENT:
16.1 Ucensor may assign this Ucense to an affifiate as defined by the U,S, Internal Reven',,18
Code, Ucensee may not assign this Ucense without the prior written consent of Ucensor.
(17) PRECEDENCE: ENTIRETY:
17,1 In the event of conflict, the teflTB and conditions of this Ucense Agreement, and II!IU
referenced exhibits and Attachments thereto, shall take precedence over any purchase order and 81 y
pUrchase order shall not add to, delete from, or modify the terms of this Ucense.
17.2 This Agreement, along with all referenced exhibits and Attachments thereto, constitute!. tte
entire agreement between the parties hereto with respect to the subject matter hereof and lupense<H1iS Ii II
previous agreements whether written or oral.
IN WITNESS WHEREOF, the parties have caused this license to be signed by their dUf'if
authorized representatives as of the date finst written above.
FLORIDA POWER & LIGHT COMPANY
,Ao.",___
(Uce~o.r), ., I i
BY:jO &.1 ~'"
Title. '
Beach
Manaaer.
F!~cinties Graohics Svstems
~. lj
Dated: (.(Il>J I)
, ,
:-J "
dldgovt.1IC
. 199\J
7
Attested by: B ~o-- fttA-c.1.cA
Dated: February 7, 1997
APPROVED AS 10
FORM & LANGUAGE
& FOR EXECUTION
t.
I '),.. "/ d';j. t
Date
EXHIBIT A
to
LICENSE AGREEMENT
ORDER FORM
FPL's DIGITAL LAND DATABASE
Products Description
List for Digital Land Database by Section #
Section , Cost $
534202, 1294
534203, 918
534204, 200
534211, 571
534210, 1170
534209, 622
534214, 371
534215, 354
534216, 200
534223, 263
534222, 1329
534221 , 200
534226, 235
534227, 1041
534228, 215
534229, 200
534234, 1271
534233, 424
534232, 577
544203, 1297
544204, 200
544205, 200
544210, 200
Total = $ 13,352.
Miscellaneous Data & Services: $1,648
Total Purchase Price:
$15,000